By Adam Levine

The Trump administration's rollout of new policies has been anything but slow. But at the Federal Trade Commission under new Chair Andrew Ferguson, things are moving more by the book.

Ferguson seems to want to take a more incremental institutionalist approach to rule making. Ahead of new mergers and acquisitions submission requirements, the agency has gotten a flood of new merger applications, and the new chair wanted to clarify how the agency will move forward.

Nothing has changed yet. "As we confront this merger wave together, I write to clarify the standards which should guide your review of transactions," Ferguson wrote in a letter to FTC staff. "Insofar as there is any ambiguity, let me be clear: the FTC's and DOJ's joint 2023 Merger Guidelines are in effect and are the framework for this agency's merger-review analysis."

The letter was clear that Ferguson was looking for stability, a word used five times in a page-and-a-half letter.

The 2023 merger guidelines came from the Khan FTC and Jonathan Kanter from the Justice Department's antitrust division. Rule drafting took about a year and a half and it looks like Ferguson wants to use the same consensus-building process.

To be sure, Ferguson has made changes to some of the agency's actions when it was run by Lina Khan during the Biden administration. Most notably, the FTC won't pursue reinstating a Khan-era ban on noncompete clauses in employment contracts after a federal judge struck down the rule last year. The agency is also unlikely to pursue antitrust claims with the same vigor as Kahn did.

The Khan FTC put a chill on Big Tech acquisitions. Apple closed 39 acquisitions during the first Trump term, but only nine under Biden. Alphabet closed 122 mergers under Trump, but only 40 in the next four years. Microsoft had 73 mergers close in the first Trump term versus 39 under Biden.

Investors and CEOs can probably expect some changes to the mergers process under Ferguson, but he is indicating that it may take time.

"No guidelines are perfect," he wrote to staff. "If experience teaches that revisions are appropriate, then the agencies can consider revisions as they have done in the past. This iterative and transparent revision process promotes the stability that the guidelines need to succeed."

While there may be a sharp reduction in Big Tech antitrust enforcement from the Ferguson FTC, merger approvals will proceed much as before, at least for now. Still, with President Donald Trump's preference for moving faster, he may insist Ferguson move more quickly

Write to Adam Levine at adam.levine@barrons.com

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February 18, 2025 15:56 ET (20:56 GMT)

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